Ultimate spider-man Mutation
by ectojace195
Summary: This is my take on Parker's and Ayala's life following their encounter with Kraven the Hunter and the goblins rise. Ava starts to rethink Parker's stupidity (as she puts it) and Peter sees past her stubborn exterior. New feelings start to grow and so does the drama in their lives as a new epidemic has the baddies turning into real monsters. AU
1. Chapter 1

I'm a spider/tiger fan,

This is my take on Parker's and Ayals's life following their encounter with Kraven the Hunter and the goblins rise. Ava starts to rethink Parker's stupidity (as she puts it) and Peter sees past her stubborn exterior. New feelings start to grow and so does the drama in their lives as a new epidemic has the baddies turning into real monsters.

I do not own Spider man, Marvel or Disney…

It started on a Monday at Midtown High…

It was after class, the school had all left for the day except for a few straggler's, the football team and of course the over achievers. Within the hushed hallways of Midtown, two well-known faces shatter the silence and what should've been a perfect September afternoon.

"C'mon Babe," said Flash Thomson pressing Ava Ayala against her Locker. "How about you and me for a slice after school?" The local school bully/football star had his eyes set on the Hazel-haired beauty, and at the moment it was looking over her body like it was prime cut of beef.

Ava looked away out of disgust. "Eww, please," she said with a gulp, "please don't make me hurl."

"What was that?" Flash scowled.

"What's wrong," she said pushing him away "every other girl in the city turned you down already?"

Refusing to be told off Flash, slammed his fists into the locker doors leaving an impression of his knuckles. "I can have any girl I want-," his voice turned darker, not like the slack jawed Flash she knew and loathed, "-and I want you!"

Flash pushed all of his weight on Ava in attempt to pin her but she fought back. Hitting the jock with her backpack she screamed, "Get off of me!" But the oafish jock wouldn't pull back.

Flash drew closer, a devilish grin stretched out on his broad face. "C'mon-," he breathed, "-you'll like it!"

Ava didn't know what to do, she didn't want to use her powers and endanger her secret identity, but she was beginning to feel that she might have to.

All of a sudden there was a tapping on his shoulder forcing Flash to look back. Standing there was Peter Parker. "I do believe the lady said no, Jock itch!"

Peter's taunting got him a hateful snort. "For once Parker, I have better plans than to shove your ass into a locker." Flash turned his sights back to the captive teen.

"If you say so…," peter sighed, "I hope your first plan is to find a better belt."

Before Flash couldn't even feel a tug his pants fell down around his ankles revealing his pair of Spiderman boxer shorts. "Hey!" He exclaimed.

He lowered his arms to pick up his jeans leaving Ava to escape to Peter's side. The two superhero's watched as Flash bent over letting the large spider man face on his rear to expand, causing them to cringe at the sight.

Ava held her books in front of her face to block out the sight as she gulped the taste of bile, "That's going to be hard sight to forget."

"_You're_ not going to forget?" Peter questioned trying not to look at the image that would haunt his dreams, "It's not your face on his shorts!" Just the thought of his secret identity's mug covering another's guys posterior gave Peter the thought of coming up with a new persona.

"At least he's not going commando." Ava pointed out. The two teens looked at each other and simultaneously they shivered at the thought. "Eww!"

"You're dead!" Thomson Charge just as they had their backs turned, but Peter didn't need his spider sense to see what was coming.

"And you're open." On any other day Peter would let the jock rough him up a little so as not to give any clue to him being the famed arachnid themed super hero, but for some reason he couldn't let it slide. Peter quickly spun around sending his fist into Flash's gut, bringing the oafish teen to his knees.

"You hit a new low today, Thomson," Peter said scolding the windless sport star, "bullying people around is one thing but to force yourself on a girl is downright despicable, not to mention illegal. If spider-man was here he'd knock you on your ass."

Thinking that the conflict was over, Peter turned back to Ava who stood there in surprise at his sudden change. As he had his back turned his spider sense went off. "But since he's not here-," Peter shot around just as Flash leapt up, "-I'll have to do it!" Peter slammed his fist right into the jocks face sending him crashing back against the lockers.

"He's going to be out for a while. May I walk you home," Peter grinned, "Just in case he gets another second wind?"

Ava looked back to see Flash unconscious with a stream of blood tricking from his nose. She knew that he wasn't going to come to for a while. "Uh…sure," she still took Peter up on his offer letting him lead her out of the building.

The two kept silent saying not a single word to each other till New Town was out of view. Ava walked with Peter at her side heading toward the bus stop, something kept weighing on her mind as they grew further from the incident. "Peter…about what happened in there-,"

"I know," Peter interrupted, quoting her own, "you didn't need saving."

"Actually…I did," She said hesitating. Peter stopped in his tracks, never in his life did he hear her admit it. "I didn't know what to do, I wanted to hard to use my powers on him but…I couldn't. I couldn't risk my secret identity, so I…,"

"You were just trying to maintain your cover. You would've gotten out of that situation on your own. It was just an off day."

"Not for you, in fact, that was the first time you actually stood up to flash and beat him. You could've given your secret away back there."

"I'll just start saying I work out with Luke." Peter started flexing his biceps, "That's not a total lie if you come to think about."

"Why did you do it anyway?"

"Hmm?" Peter cocked his brow in question.

"I mean…any other day you'd let Flash shove you in your locker or rough you up a little and you would have shrugged it off like it was nothing. But this time you stood your ground."

Finally a sincere smile broke through Ava's gloominess, she asked, "What made this time any different?"

Peter scratched the back of his head thinking about it hard, he told her, "I didn't like the way he was treating you…I know Flash is an idiot and a real jerk but to think what he wanted to do to you-," Peter cringed at the idea, "-I just had to knock him to his senses." He felt his fist tightened in his pocket, as well as his heart rate quickening.

Ava tugged on Peter's jacket bringing him to look at her, "Peter…," she said softly, Parker looked directly into her glossy hazel eyes and froze when she told him, "…thanks." She walked ahead leaving Peter still holding onto the back of his scalp in a mild state of shock.

"_What __**was**__ that about_," Peter thought to himself walking up closely behind Ava, "This day is getting stranger by the second. Something was wrong with Flash, he wasn't himself, he was…meaner. Flash may be a jerk sometimes but he's always surprised me and showed the good inside his heart, _deep inside _but it's still there."

"And Ava…," he paused thinking about "If I didn't get their when I did, Ava would be-," he paused as he noticed out of nowhere Angel Spiderman popped up on Peter's shoulder, nudging him with his mini elbow he laughed, "**_I think somebody's in L, O, V-_**," Peter flicked the figment of his imagination away just before he could finish his sentence, but Peter didn't disagree.

"**_Good distance_**," complimented the little Devil Spiderman on his opposite shoulder, "**and nice job** **_handling Thomson. Trying to move in on your girl, what was he thinking_**?" The little red Spiderman snickered and hissed before he got the same treatment as his counterpart.

"What, Love? I mean…I don't love-," his thoughts silenced as he and Ava came to the bus stop. The sun was beginning to set behind the silent Ava Ayala as she looked down at her text book. The sunlight danced along her enhancing her natural beauty while her eyes brightened like dark amber rings. For the first time in a long time, Peter found himself speechless inside and outside his mind.

Ava turned to Peter, with the sensation that someone was staring only to find that it was him. She chuckled at the dumfounded expression frozen on Peter's face. "Everything ok, Webhead," she asked playfully.

"What?" Peter had snapped out of his trance. "Yeah…I mean, I'm…perfect." He looked away just as their bus pulled up, his face turning as red as the mask in his backpack.

Peter's face wasn't the only one to become flushed, as Ava turned to board the bus her cheeks reddened.

"Yep," Chibi Spiderman fell down onto his shoulder with big cartoon hearts for eyes, "you're in love." Peter hung his head surrendering to his figments, he was in love.


	2. Chapter 2

Later at the Parker house-

Ava was sitting at her vanity with her face buried into her textbook as if it was any other afternoon, but that time she couldn't seem to focus. She clapped her book shut and looked at herself in the mirror, the whole Flash incident replaying in her head. Just the memory of him touching her was enough to make her skin crawl, but that wasn't what was on her mind.

"Why did he save me?" She was focused more on the later part of the event, when Peter came in and smacked the football player around like he said something bad about his aunt. Never had she seen him stand up to flash in that way, and over her. Stumped she planted her face into her text book and mumbled to herself.

"You know if you have to read it that close you might need glasses." Ave raised her head to see Luke Cage standing out her door, a duffle bag hanging over his shoulder, "You doing okay?" She lost her breath when she saw Peter walk into the door way next to the taller hero.

Clearing her throat nervously she nodded. "Yeah, just a little tired."

"We're going to go work out," Luke winked pulling his power man shades from his bag, "would you like join us?" Working out begin code for super hero training.

"I would but…," she looked down at her school books and saw her excuse, "I have to work on my report."

"You feeling alright?" he asked, "It's not like you to pass up training."

Ava paused, she could explain it herself but she wasn't ready to talk about it. "It's also not like her to shrug off home work," Peter said breaking his streak of silence, "let her get back to her report and I'll just have to kick your butt for the both of us."

"Well ok," Luke shrugged as he walked off, "take it easy girl."

Peter waited for Luke to walk away before giving Ava one more reassuring look. "Peter-," she called out quietly pulling Parker to a stop, "-thanks…again." She gave him a tired but sincere smile just before she blushingly reached for her book.

Peter shot her a sly grin, "He's right, you should take it easy."

As she heard the front door slam shut she felt herself being pulled towards her open window just in time to watch Peter and Luke head away from the house. While both were walking side by side Ava could only see one of them, that is, she only wanted to see one of them. Her eyes locked on Peter's every move, her heart throbbed with each step he took and just the sound of his voice from a far was enough to bring a gentle smile to her face.

"Whoa," Ava exhaled grabbing her chest. She felt her heart pounding in her ribcage as an anxious feeling shot through her chest. Thoughts of Peter started to fill her spinning head as emotions rushed through her being, forcing her smile to grow larger.

She leaned against the window frame, it was impossible for her to take her eyes off of him. "Why can't I stop smiling when I think about him, why is he getting to me? None of this is making since. He's childish, arrogant, a slacker, he barely listens to orders-,"Ava paused as Peter stopped and looked back up at her window, when he saw that she was watching he smiled and waved, she then sighed"-Sweet…charming…and a true and selfless hero."

Ava looked back at the photo hanging from the mirror frame and saw something she didn't expect; she was blushing. "No, no, no, I can't feel this way," she turned back to the mirror, "why can't I feel this way?" She asked her reflection.

She fell back into her desk chair with her hand resting on her temple. "Of course I give him a hard time sometimes…but it's not like I don't like him. I mean I lo-," she shot up from her seat catching herself, "-I like…him."

Staring straight at her reflection Ava waited for the redness in her face to fade, but no such luck.

"Come on, Ayala, some home work will make you forget about him," right as she reopened her text book she slammed in shut, "Oh, I don't want to forget about him!" Ava in a fit of frustration slammed her textbook into a stack of romance novels she had piled on the vanities corner sending them scattering onto the floor.

"Great…," she sighed as she bent down to gather her treasured novels. Taking hold of the first book she her eye caught sight of the same word staring up at her in many different styles, different fonts and colors, each saying to her but one word, "Love."

Her imagination started to play tricks with her, that moment she saw thought the characters on the cover resemble herself and a certain wall-crawler's alter ego. "Peter…," She breathed, her lips curling into a gentle grin before shaking out of her trance, "whoa!"

Ava pulled the novel away from her chest and opened it; she removed a makeshift bookmark she had only used for that particular book only to see it was another group photo. The picture was bent in half with Danny, Luke and Sam on one side, and on the other side it was her and Peter leaning against each other. Looking at the picture she felt her heart sped faster and her face grew redder.

"This can't be happening," she said turning back to her reflection in the mirror, "am I really-," quickly her eyes locked onto the one word repeated throughout each of her treasured novels, "-in…love?"

She flipped the picture over feeling a calming sensation in her chest, but once she flipped the photo back to her and Peter she felt her heart rate increase once again. "Oh my god," she exclaimed realizing, "I love Peter Parker!" Her hand quickly shot over her mouth remembering who she shared the house with.

She ran to the door and into the hallway, everything was silent and the house was empty. Feeling no relief at all Ava walked back into her room and closing the door behind her she stood there with a look of concern on her lovely face. "I never…felt this way before," she said, "I've never been in love."

Sliding her back down the door she found herself on the floor with her knees up against her chest. "What am I suppose to do? What _do_ I do?" She then saw the answer scattered out across from her, "I read through every single one of these books…there has to be something that'll tell me what to do."

Jumping at the closest novel near her she began scanning through the pages looking for tips or hints that might help. "Too corny…too ridicules…I can't do that," she clapped the book closed as fast as face turned red, "I'm only sixteen!"

Ava groaned as she pulled herself onto her bed, "why can't this be simpler?" She was about to give it a rest when her communicator went off.

"Head's up team, trouble down town," Fury said over the com, "Spider and Power man are already on the scene. Get there on the double!"

As Fury's face flashed out of view Ava jumped out of bed and grabbed her pack, the thoughts of the wall crawler in trouble weighed heavy on her. "Don't worry, Peter-," She said pulling on her tiger mask, "-on coming."


	3. Chapter 3

Robbers flew left to right through the clothing department of the downtown mall. Their heist at the jewelry store next door had been interrupted by the team of Spider-man and Power-man. The fight had escalated when one of the robbers blew a hole into the wall joining the two stores trying to escape, another attempt failed when he blew a large opening in the outer wall, only to remember they were on the sixth floor.

Spidy and Powerman were knocking bad guys through display dummies all over, between punches a conversation had started. "So why did you hit him?" Luke asked flinging two men into the changing rooms.

"Because he was trying to rob the place," Spidy said in question.

Luke paused Arching a brow at the wall crawler behind his visor, "No, web for brains, I meant why'd you lay out Thomson?"

"He was putting his hands on Tiger," Peter recalled the event with Ava and Flash, "I couldn't just stand there and do nothing could I?"

Power man took a nearby clothes rack wrapping it around a group of unconscious robbers. "Even so, it's not like you to lash out like that, Even if it was A-I mean Tiger."

"I can't explain it, when I saw him push her against the lockers I just wanted to knock him out-," he quickly shattered the nearest dummy's head thinking about it, "-and I did."

"Go on," Luke said intrigued seeing Peter's half-crazed actions.

Spidy had a target tethered to him, knocking him back and forth like a punching bag, each time he'd hit him he'd fly back for another punch, "I mean, it's not that I thought Tiger couldn't get out of the situation herself, she's strong, resourceful, brilliant, beautiful, I mean that's why I like her so much."

"Wait a second," Luke stopped all of a sudden as one of the thugs dangled from his grip, "did you just say you like Tiger?"

Peter's eye's bulged, "Who said that? It wasn't me!"

"Yes it was," the beaten thug groaned with a bloody and toothless smile.

Powerman laughed. "You were jealous," he threw the already beaten thug into the far south wall of the store, "you got jealous that Flash was moving in on your girl!"

"She's not my girl," Peter groaned.

"Bro, listen," Luke paused, "we're not in elementary school anymore; it's ok to admit when you have a crush."

Peter thought about it for a second, a second between punches. Out of all his guy friends, he figured that Luke was the only one who he could totally convey to without having his secrets spread around school or the net, and he was the only one left that would talk like a fortune cookie. So openheartedly he asked, "What if it's not just a crush?"

Luke froze with his last thug suspended in mid air, saying, "Whoa…!"

Spider started to tweak, "Whoa, why whoa, why would you say whoa?" Peter turned to a half broken dummy, "Why would he say whoa?"

Cramming the last baddie into the changing rooms with the others Luke turned to Spidy, "How long have you been feeling like this?"

"Like what?" Peter asked clueless.

Luke pinched the brim of his nose, "Dumbass…," he said dragging out a sigh of frustration, "How long have you been into her?"

"I guess…for a while," Peter started to get lost in his thoughts of Ava, quickly he shook himself out of it, "but it's nothing."

"Really, like you weren't just thinking about her, like seeing Flash all over her didn't make you a little jealous?" At the mention of the jocks name Peter smashed another display, "You have some mad love for the girl, Bro."

Peter laughed, "Please…what makes you think that?"

"Because the fight has been over for two minutes and you're still beating up the same target you started on five minutes ago," Luke grabbed the target on recoil, "and it's a mannequin."

Spider looked at the thug he was pounding on to see its cracked plastic shell of a face staring back at him. "I thought he was awfully quiet." Spider said loosening his grip sending the dummy crashing to the floor.

Luke started to laugh as he picked up the dummy by its head, "Now that I think about it, he looks like a certain jock we know."

Peter looked at what was left of the tailor's dummy. It had a short blonde wig hanging over a familiar square and oafish mug. Not to mention it was dressed in the remains of a blue letterman's jacket that hung in shreds from its artificial body. "I don't see the resemblance,"

"Fess up Spider, you have a thing for the girl, there's no point denying it." He waited for Peter to make a comment, but all the wall crawler did was lower his glance in defeat.

Power man exclaimed pointing, "I knew it!"

"Shhh, keep it to yourself!" Peter hushed, "If Sam or anyone else found out I'd be dead meat."

"Found out what?" just then Nova appeared between the two hero's causing them to jump, Peter more than Luke, "What are you guys talking about?"

Cage punched the Bucket head's arm. "Were talking about how late you guys were getting to the party, for a guy who can fly you dragged some major ass, Rocket boy."

"It's not my fault! MJ and I were in the middle of a cooking lesson, I think she's starting to like me." Sam looked over to Spiderman remembering his long time history with Mary Jane Watson, and a brief kiss they shared once upon a time ago. "Sorry Spidy…," he said thinking Peter's prolonged silence was due to his last sentence.

"About what?" he asked at the mention of his name. Peter wasn't paying attention, and he wasn't thinking about the redhead, he was thinking about the brunette in the tiger-themed heroine standing a few feet away from him.

Ava turned her head towards the sound of his voice, instantly she could feel her cheeks grow hot underneath her mask.

"Oh, look at the time," Peter acted like he was checking the clock on his communicator, "Aunt May should be getting home soon and I still haven't done my chores or my homework!"He then shot toward the opening in the wall.

Sam shook his head at the web slinger before looking at the rubble at his feet "Hey, that looks like Flash," Nova then shot down a huge beam down on the Flash lookalike "Boom!"

He turned to Iron fist who calmly states, "You need some serious help."

Nova shrugged, "What?" He didn't see anything wrong with what he just did, or else he wouldn't have been grinning ear to ear.

Luke saw how Ava was staring at crude exit Spidy just escaped through, even with the mask on her face he could feel that something was up, "Everything ok Tiger?"

Ava shook out of her trance, "Huh, oh…yeah, perfect."

"You know if you'd like to head on back to the house, me and the guys can clean things up,"

"Why does she get to go?!" Sam wined in the background before finding a piece of rubble lodged into his forehead.

Ayala watched as Luke lowered his arm after his throw. "I'm ok, Power-man, really," she said, she didn't even care to ask why he just shot a piece of brick into Sam's face.

"Come on Ayala, I can tell when you're in a funk," he whispered, "go home and relax, get you head together, maybe you could spend some time with Peter…and help him with his chores."

Ava blushed under her mask, she was glad none of the guys could see her face. "Are you sure?"

Nudging her toward the exit Luke laughed, "Girl, get going." He watched as she pounced through the hole after Peter, feeling for pride from his match making attempt.

Turning back to begin clean up he saw Iron first pinching the brim of his nose in frustration while Sam was blasting the Flash Dummy repeatedly. Power man shook his head, "You seriously need help."

Meanwhile back at Midtown High…

"Man, what was with Thompson today," two of the jocks were talking in the locker room after practice, "the freak was acting like an animal."

The other player was icing his bloody nose, nasally he barked, "Who do you think did this to me? I tried to ask him how everything was going and the Ass head butted me!"

Two more players limped back in, both with injuries worse than the other. A broken leg, bandaged arm, one even had the impression of one of Flashes Cleats on his face. The one guy looked at the nose bleeder and sighed, "Flash?" They nodded.

"That's it," The first guy yelled, "someone's got to beat some since into that-,"

Just then the athletes were interrupted by the very jock they were discussing. Still in his uniform, Thompson slumped into the locker room, breathing heavily he approached his team.

"Yo, Flash!" the second player stood up letting the blood trickle out his nostril. But he didn't answer. "I'm talking to-," he was cut short by Flashes hand clutching his throat. "F-Flash…Please!" he choked out, face turning blue.

"Let him go!" The other three charged coming to the nose bleeder's rescue.

Flash threw his teammate at the others with such force that it sent them all flying across the room into the showers. Sorely the groaned as the hit the tile, the water was still running from the few players that remained leaving the blood to trickle towards the drain in the middle of the floor. They couldn't move, all they could do was watch as Thompson stomped closer to the pile of injured athletes.

"Pathetic," Flashed hissed entering the shower, "all of you…are Pathetic!" Soon what was breathing turned into growls, his bulk was growing, throbbing. "PATHETIC!" He roared slamming his fists not on but through the tile shattering it on compact. His bones started to crack and crunch, he was changing. He ripped through his padding, tore away at his jersey, exposing pale scaly flesh. Watching this, the other players couldn't do anything but tremble, finally as Flash tore away at the helmet the team screamed…

Sorry, you have to keep reading if you want to find out what happens.


	4. Chapter 4

The locker room was in ruin, the showers completely destroyed, tile was reduced to gravel and the lockers were crunched together like used soda cans. Colson stood investigating the scene, shield agents took the place of CSI, roping of the area and scanning for any source of life, or any source of death. Surprisingly with the wreckage surrounding them they didn't find a single body.

"Several of my students are missing, director," Colson reported to Fury, "and by the scene they left behind it doesn't look well for them."

"_Have any leads_?" Fury Asked.

"Not much, what we can tell something large came through here and it wasn't happy."

"_You think the hulk_?"

"Damage isn't that severe, what were dealing with has to be half the size-," he picked up wht looked to be a piece of snake skin, "-and it's shedding. I'm sending a skin sample to the laps. Hopefully it might shed some light on this case."

"_Point of entry?_"

"Whatever it was it came through the front door and it made itself a back door. There's a tunnel that leads from what was the boys showers to the sewer. We have a team investigating as we speak but so far they haven't found any sign of any of the kids." Colson then scratched his chin wondering.

"_What is it_?"

"The security footage shows only one other person entering the room before the students vanished, we found his jersey in shreds on the floor." He moved the torn Jersey into view, "Flash Thompson. Sir, I've received a number of reports today that described Flash's behavior as unnatural, almost vicious, I have a feeling they're connected to my missing students."

"_Report in with your findings, and just to be sure I'll have a task force standing by_."

"If you'd allow, sir, I have two people I'd like to ask for their assistance in my investigation."

Back at the Parker's, the team was just sitting down to Dinner…

"Great dinner Mrs. Parker," said Ava. The heroine had somehow ended up sitting next to Peter, thanks to Luke's persistence, she didn't know why though.

"Thank you Ava," May beamed, "how was school today? Anything exciting happened?"

Quickly Peter and Ava shared subtle glances before chorusing, "Not really." That earned them a look from the others.

May calmly tabbed her napkin to her lips before turning to her nephew, "Oh Peter, I forgot to tell you Principal Colson called while I was cooking and he shared some interesting news with me." Slyly she grinned at the two teens, "So nothing interesting happened today?"

"It wasn't his fault," Ava quickly said, "Flash was messing with me and he wouldn't leave me alone, and Peter was the only one that came to my rescue."

"So I heard," May responded calmly, "Phil told me he saw everything on the school security tapes and what Flash was doing. I just wanted to say how proud I am that you resisted and that Peter finally stood up to that guy."

Sam popped his head up, "Wait, what happened?"

Luke nudged him with his elbow, whispering, "We'll tell you later."

A light chuckle passed Aunt May's lips at the teens antics. She turned back to Ava who was staring down at her plate. "Are you doing ok?" She asked worried from Ava's blank stare.

"Yeah," responded shaking out her trance, "thank god he didn't lay a hand on me."

"I wish I would've been there, I would've-," Sam said squashing a dinner role in his hand earning him a confused stare from the group, "-never mind."

"Your Principal also told me if you'd life you can take the day off tomorrow if you like," May said taking a sip from her glass, "and he also said you could stay home as well Peter."

"Me, Why?" Peter exclaimed, he thought he was in trouble.

"He said you could use the time to recover from your little scuffle with that Thomson boy." May smirked, "Time to rest your knee and your hand."

"Dude, how bad did you beat him?" Again, Sam was met with a group stare.

Ava sighed, "I would but I have a test coming up."

"You'd ace it even if you missed one day," Luke added himself in the conversation, "you and Peter should take the chance and take the day off."

Peter looked like he was about to burst, out of anyone in the group only Luke knew how he felt about Ava, he just didn't know he would be the one to want to play match maker. Just as he was about to come up with some excuse hiding any hint that there might be something between him and Ava she stood up.

"Excuse me I have to go finish some home work." She said leaving the table.

Peter watched in concern as she quietly took her plate in without even acknowledging anyone. When she came back through on her way up stairs Peter diverted his eyes. He looked over to Luke and saw him motioning him to go after her.

"That reminds me," Peter choked out, "I need to ask her about a question about yesterday's history lesson." Before anyone could blink he was up and out of the room.

Sam was left scratching his head, "I missed something…didn't I?"

Peter ran up the stairs just in time to catch her in the hall, "Ava, wait," he said latching on to her hand, there was a momentary pause before either of the two teens looked at each other, both their faces were flushed. Peter thought of a hundred different things to say but instead he blurted out the truth."Something has been bothering you and to be honest, I can't stop worrying about you."

"You can't?" Ava smiled, she liked the fact that Peter was concern but she didn't want him to know that. "You don't have to worry about me, I-," Before she could finish Peter grabbed her shoulder and spun her around.

"Don't say you can take care of yourself," Peter said with both hands holding her firmly, "because even if you don't like it, I'm still your friend, and I'm still gonna worry."

Ava lowered her head try to avoid the concern in Peter's eyes, but she couldn't help but be drawn into his stare. She saw the truth in his eyes, the concern was there.

Taking his hand off of her shoulder she held his hand gently in hers sending both of their hearts racing. She looked back into his eyes, softly she asked him. "Can we take a walk?"

Meanwhile…

Somewhere in the sewers of New York, the missing Midtown athletes were being dragged into the shadows. "Good…you serve your master well," a deep voiced hissed. The massive figure walked passed piles of unconscious victims to welcome his servant's catch, "More children to add to the cause." His throaty chuckle echoes through the pipes.

Out from the darkness Flash fell to his knees, his body shifting, still transforming he growled, "What…have you…done…to me?" His teeth had become fangs, his skin turned to scales, and his eyes were all black, black as the night.

"I gave you purpose, my boy," the ominous figure said raising his monstrous foot before kicking the teen into a wall, "now heel!" Flash felt the hot breath of the creature breathing down his neck as it raked his back with his claws."You'll grow more obedient in time, son…you'll see, the pain will soon subside and then you will see the light, the power I have given you."

The beasts yellow eye turned back to the masses of bodies they've collected and grinned, "Soon you won't be alone."

Outside parker house hold…

"I just wanted to get out of there before the guys start with the questions," said Ava hanging her head as her and Peter strolled down the sidewalk.

Peter saw the despair on her face, "Is that the only reason you wanted to go on this walk?"

"Pete…about the way I've been acting,"

Peter replied with a too eager "Yes?"

"I recently realized…," she coyly hesitated looking into Parkers eyes, "…that there was something missing in my life."

Pushing back the lump in his throat, Peter asked, "R-Really, like what?"

She let out a lingering breath, "Like a reason."

Peter misunderstanding her exclaimed, "A reason to live? If you're feeling that down we can get you some hel-," He was stopped in mid rant by hand over his mouth

"No, it's not that," Ava laughed, "goofball!"

Peter fell back onto a nearby bench, "Thank god!" He breathed.

Ava sat down next to him, she lowered her head wondering, explaining, "My goal in life was to revenge my father and to maintain control of the tiger amulet, and my goal is complete."

"Isn't that a good thing?"

"I guess…," she was still hesitating, and blushing.

"Ava…if there is something bothering you, you can tell me."

"I've been thinking a lot about the past few months since we've defeated Kraven and it left me wondering what I'd be doing if I never received the amulet. How would it be if my father didn't die and I got to live a normal life, what would I be doing, what kind of person I'd be."

"What do you want out of life?" she asked, "Even before my father died I trained to wield the amulet's power, I got stronger, smarter, and faster, I had to become perfect. But to do all that…I had to grow up early, and that means giving up any childish dreams I may have once had."

"You became a soldier," Peter replied understandingly.

"But I don't think that's what I really wanted. I gave up dreaming to become this disciplined machine, but now I want to dream. I want to know what I want to do with my life, my life outside of shield, my time when I'm not wearing a mask or fighting masked criminals."

"You want to know what Ava Ayala should do with her life."

"You had to have some sort of dream before you became Spider-man," "what was it?"

"I wanted to be a scientist, maybe a teacher, I haven't thought about it that much since-," peter trailed off. Ava knew about his tragedy, his uncle, in a lot of ways they were in the same situation.

She placed her hand over his, "Is that still what you want to do with your life?"

"I guess…," he thought deeply before looking into her eyes, "…but lately…I've wanted something more."

Both of them flushed, she asked, "What's that?"

"I'm not quite sure yet," Peter turned over his hand weaving their fingers together, "what about you?"

"That's my problem…I don't know what I want to do yet," she turned away to look at the night sky, the city lights keeping any stars from to shine through, "I just want to be…happy."

Peter looked down seeing their hands still intertwined, he whispered, "I want that for you too." He followed her gaze up at the sky, a smile overtook his face as an idea was born, "Hey, when's the last time you've been stargazing?"

Ava was brought back down to earth by his question, "What?"

Parker leapt up from the bench and asked again, "When's the last time you've really looked up at the stars, when was it?"

"I guess when I lived in the hellicarrier," Ava cracked a smile, "why?"

Peter held out his hand inviting her to take it. "Do you trust me?" Ava didn't have to think twice she placed her hand in his. Peter pulled her up and into his arms, red in the face he held up his arm revealing he was wearing a web shooter telling her, "Now hold on tight!"

Ava wrapped her arms around the wall crawler's neck just as he shot the first string of webbing, in no time they were up lifted into the air swing from one building to the next. The tigress's heart was beating fast than ever, it wasn't from the flying, it was that it was the closest she's been to Peter in a long time. He held her closely against his body so much that she could feel the firmness of his chest, he was in good shape.

Finally after a few minutes of swinging they touched down on a dim part of the city. The Area was by the water, a line of darkened buildings stretched on, it was clear that the district was without power. "I can't believe how fun that was," Ava laughed, "I can see why you prefer that over running."

Peter smiled, he lead her to a construction site, a large tarp acted as a makeshift curtain. "It is amazing but not as much as this," he flew back the canvas revealing a wooden bridge leading through the wrecked building to the beach, and over head was more stars than she could ever imagine.

Ava looked out at the scene before her, "Wow…," she breathed, her eyes were sparkling just as the lights overhead.

"This building was shut down a few years back, before that it was a theater. This whole district was shut down after the hulks first little uh…mishaps." Peter led her over a large crater in the center of the building, "This is where he landed."

"But why bring _me_ here?" She asked still astonished.

Peter ran ahead holding out his hand to help her down from the bridge. "The city is nice but with all the blinding lights everywhere you miss so much…," he took her hand lightly as she stepped down, their eyes met sparkling, "…beauty."

Reluctant to let go, Ava walked hand in hand with him onto the sand, she turned the sights to the heavens. "I wish we had a beach blanket," she said sheepishly, "so we wouldn't strain our necks." She felt Peter's hand pull away only for a moment; she turned to find him creating a temporary blanket out of his webbing.

"You're pretty handy with that thing," she said impressed.

"I try…," Peter patted the vacant spot next to him.

Ava lowered herself down beside him as Peter laid on his back. "This is truly beautiful Peter, thanks for bringing me here," she said laying her head on his chest "I think this is just what I needed."

Minutes passed without a word going said, Peter tried to think about what to say with the girl of his dreams laying there when finally he found a sliver of courage, "Ava…can I tell you something?" He asked, pulse quickening,

"Sure…you can tell me anything." She said lifting her head up trying not to act like she didn't passionate position they were in.

"Well…I…I think I-,"

"Peter look," she interrupted just as streaks of light passed overhead, "shooting stars! Make a wish." Peter smiled, though missing his chance to express himself, the look on her face made up for it.

"What did you wish for?"

"I can't tell you, or else it wouldn't come true," he said grinning playfully, "and this one I really want."

"Ok…but when it comes true I want you to tell me," she laid her head back down on his chest, "you want to know what I wished for?"

"Yeah…," Peter breathed.

She whispered, "I wished that you'd bring me here again."

"I think I can do that."

"What did you want to tell me?" She asked making Peter jump, the courage was gone as fast as it came.

Peter dragged out a long sigh trying to figure out a good of enough excuse, "That I'm really happy that you like this place."

"Come on, Peter, tell me," she begged laughing. Instead of an answer she found Peter placing his hand on her forehead. "What are you doing?"

"Checking to see if you have a fever, it occurred to me that you haven't called me Idiot or web-head in over forty-eight hours. I was beginning to freak out."

"You're funny," Ava sighed,

"You called me funny now," Peter sat up looking at her jokingly, "do I need to take you to the hospital?"

"I get it. I've been pretty mean to you," she sounded a little hurt, "I've been too hard on you."

"No you haven't. Well…maybe a little in the beginning. But we're friends now, aren't we?"

"Of course we are, _Idiot_," she laughed, "we've been friends."

"I kinda liked it when you called me idiot that time." Peter blushed, "Is that going to be your pet-name for me?"

Ava playfully punched his arm. "Maybe we should be getting home; we got school in the morning, _Webhead_."

Rubbing his arm like it hurt, 'and it kinda did' peter sighed, "Yeah it's getting late and Aunt May might notice we're gone." Jumping to his feet he held out his hand to her again smiling endearingly, "You ready?"

Ava latched her arms behind his neck without delay, feeling their bodies pressed against each other she cooed, "Peter…," she looked up into his eyes, shyly she asked, "…can we take the scenic route?"

Peter smiled as he wrapped his arm around her midsection, whispering, "Just hold on tight," and off they were into the night.


	5. Chapter 5

Sorry it took a while

The sun had risen on a new day, the sun shining, birds chirping, and in the Parker house a certain wall crawler was drooling in his sleep…again. Peter was in a deep sleep when a scream came from down the hall, "Oh Crap, what time is it?" In seconds Ava burst through the door and pounced on Parker's bed, "Peter, wake up! We overslept, we're late for school!"

Peter felt a pair of hand on his tugging at his shirt pulling him from rem sleep. Parker turned his head towards the sound of Ava's only to see a sheet of notebook paper hanging in front of his eyes, "Who turned out the lights?"

Ava laughed as she pulled the letter off of his face "Idiot, it's a note from Aunt May."

Peter rubbed his head were the letter was taped to as Ava read the message, "Dear Kids, Phil called this morning and insisted that you two take a day to yourselves to recover from yesterday's little mishap. Don't worry about homework, Danny and Luke will bring it home with them. I left some money on the kitchen table for lunch. I want the two of you to relax and enjoy the day off. Love Aunt May. P.s. get out and do something."

The teens fell back into Peter's bed exhausted from the sudden stress, "You're aunt would make a good shield agent," said Ava wiping the sleep from her eyes, "I didn't even hear her open my door last night let alone turning off my alarm clock."

Peter let out a tired yawn as he let his eyelids slide shut, "You're telling me, her skills are the only reason I barely got away with things growing up."

Feeling the weight of her eyelids dragging shut Ava yawned out, "She'd put Director Fury to shame."

"**_Oh would she now_**?"

"Probably-," Peter dragged out half way asleep until, "Director Furry?!" him and Ava shot up seeing Nick Fury on Peter's communicator.

"**_I thought I should tell you_**-," Fury paused shifting his eye between the two teens, "**_Do I want to know why the two of you are in bed together?_**"

Ava and Peter looked "It's not what it looks like, we just woke up!" they chorused only to look at each other again, faces glowing red.

"Not together, we over slept-," Ava exclaimed.

"-and in our own beds!" Peter finished, "Honest!"

"**_Calm down, I know_**," Fury snickered at the two hero's expense.

Peter was panting heavy clutching his chest, "It feels like my heart is about to burst."

"**_I hope not, I need you two to check on something for me_**. **_Coulson requested that the two of you investigate a missing student's whereabouts_**."

"Missing student?" Ava asked.

"**_As of last night Flash Thompson vanished from the Midtown Boys locker room with several others. Phil thinks Flash's behavior has something to do with it, so take precaution, investigate Flash's homestead and you may have the rest of the day to yourselves_**."

"Really?" Peter said sounding a little too hopeful, he tried hard to hide his smile.

"**_Yes, unfortunately the training room is being repaired after last week's Nova/Doom-bot shoot out_****,**" Fury sighed irately "**_Report what you find, Fury, out_**."

The two teens let out another sigh of relief as they fell back down into the bed, "Not the way I wanted to start the morning," Peter said shoot a smile over to Ava, "but the company makes things a little better. Nice PJ's by the way."

Ava returned his roaming eye and laughed, "I was going to say the same thing, nice shorts."

Peter's eye shot down to see that he was wearing his captain America boxer shorts and a white, "my Hulk ones are in the wash," he joked, but actually they were.

Ava laughed tenderly, "Better get this thing over with, the sooner the better." She climbed off the mattress knowing that peters eyes were on her. "Afterwards I was thinking we could take your aunts advice and get something to eat." She turned back looking at him with her hazel colored eyes, instantly they pulled Peter's attention to her.

Feeling his heart race Peter nodded like his head was strapped to a paint mixer. "S-sure, can't wait." With a whisper of a giggle Ava strolled back to her room leaving Peter to wonder if he had time for cold shower.

An hour later…

Peter and Ava had only one lead to follow, and it led them to the Thompson's homestead. A ragged apartment over a gas station, Peter had been there before when Flash was being chased after the Rhino and to his surprise not much had changed. It was still as empty and as void as life as he remembered.

"Doesn't look like anybodies here," Ava noticed, "are you sure this is it?"

Spiderman nodded, "His folks are barely at home so we don't have to worry about disturbing anybody, but we have to find a way inside without breaking anything."

They lurked up the steps to the apartment level, Spidy crawled over to the window and tried to tug it open. "Peter," Ava whispered drawling his attention back to her. He saw as she pushed the door open will ease.

Spidy jumped down from the wall to examine the door, the two teen hero's eyes were fixed on the five claw marks scratched into the door facing. "This is defiantly not good," Peter whispered. Ava nodded in agreement.

They took a breath to relax before crossing over the threshold. As the stepped foot into the living room Peter had to retract his previous statement, "Okay…maybe we won't have to worry about wrecking the place." The whole room was trashed, "Someone did it for us." The walls had bowling ball sized holes punched in them and the furniture slashed into bits, it looked as if I wild animal came through.

"Is anybody home?" Peter called out, but nothing.

The continued on through the place looking for any signs of life, "I'm not liking the looks of this," Ava whispered, "what could've done this?"

Suddenly they heard a shuffling sound coming from a back bedroom. The moved with caution, the door was halfway open so they tiptoed in. At the end of the room the closet door was slowly creaking shut, "Hello…," Peter gulped. He was having flash backs of horror movie night in the Parker home, having sinking feeling that he was in one.

Ava advanced a head when Spidy grabbed her arm, "Wait," he said, "Spidy sense is tingling like crazy."

At the sound of his voice the door shot open making the two of them jump, Ava bounce in battle position, "Hold it right there." A large figure hunched down inside the closet. They could see a face but they could tell it was more afraid then anything.

"It's okay," Peter held Tiger back s he inched closer to the figure, "we're not here to hurt you."

The darkened mass shifted as it growled, "Get out…get out of my house!"

Peter's eye widened quick, "Flash?" He knew the oaf's voice from anywhere. Trying to hide his voice he cleared his throat trying to sound like an authority figure, "We're here to conduct a routine expectation, tell me citizen have you seen anything…," Peter drifted off as the hulking mass lurched forward, "…gross?"

Flash stepped into the light with scraps of his jersey hanging off his form, his scaly, monsters form. The thing before them looked more like a primate gargoyle hybrid than the jock they knew and loath, his ear's has grown to a point, his body covered in grey scales. His black eyes glared at Peter and Ava as green slime drool dripped off of his new fangs. He growled again a pool of slime oozing from his lips, "Get-out!"

"Not even a blind mother could love that face," Peter whispered to Ava. He inched closer even though he didn't want to, "Flash, what happened to you?"

Thompson looked down as the talons sprouting through his finger nails, he winced in pain, "He did this to me…," he panted, the rage was building up to the point he grabbed Peter and threw him through the wall, roaring, "why?!"

Ava leapt through the Parker sized hole to see Spiderman imbedded in a car roof. Pulling him out, she said, "Spidy, Flash is still in there somewhere, we have to help him."

"Some day's it sucks being the hero." Spidy deadpanned as Flash smashed through the upper level wall and jumped down into the parking lot, they couldn't help but notice that he looked larger than before. "Easy boy, we just want to get you some help. We know a brilliant team of scientist who can help you, just put down the sofa!" Flash hurled a ratty looking couch at the wall crawler hitting him before he could get a chance to move.

"Spider-Man!" White tiger screamed. The monster charged towards Spiderman, Tigress jumped in between them, "Leave him alone!" Flash let out another roar as he batted her away with his gorilla sized arm.

Thompson forgot about Spidy for a split second and eyed the White tiger, drooling almost as much as he did yesterday when he tried to get her to go out with him. He wasn't looking went a certain sofa connected with his head sending the beast stumbling across the parking lot.

"That's one for one, Flash, next time you lay a hand on her we're going to have one hell of a problem," Spider-man yelled tossing the couch away like it was nothing, "I'm telling you, come with us and we can get you back to your old self."

Flash didn't have time to answer, his body started to shift again, he was changing. His jaw shot forward creating a reptilian snout, his forehead sunk down, his hands bent and crackled forming more mincing claws. Falling to his kneed roared out in pain as his spine cracked under his skin forming a column of spikes under his tissue. Then lastly, his skin grew a darker almost as black as his empty eyes.

"I think he's gone now, Spidy," Ava said as Peter helped her off the ground, "he's all animal now."

The two teens watched in horror as Flash charged them like a rhino. Peter exclaimed it best, "Oh crap!" He shot a web taking them out of his path as quickly as he could. Peter swung them to the opposite side of the lot but Flash was quick to chase. Stomping of the broken down cars Thompson roared as he set his sights on Tiger.

Peter and Ava dove away from each other to avoid getting tackled but Ava didn't jump far enough. Flash grabbed her by the ankle lifting her into the air. Peter turned back at the sound of her screaming, he thought quick and shot two strands of webbing at the closets light poles he could find.

"Hey, Ugly," He shouted getting Flashes attention. Peter was pulled back in a makeshift slingshot with him as the projectile. Letting his hands loose he shot forward towards the beast feet extended out, he yelled, "Try messing with someone your own gender!" They collided with such force the Flash released Ava letting her fall with ease.

"I always wanted to do that," Peter said flipping back from the recoil. He landed on the hood of an old Buick, "Stuck the landing!" Before he could celebrate, he saw Flash charging towards Ava again, pinning her against a brick wall.

Peter sneered under his mask as he yelled out, "Ava!" In a fit of rage he jumped down off of the car and lunged at the monstrous oaf. His heart was racing as he grabbed Thompson by his misshapen arm. "Get your hands-," he summoned all of his strength, "-off of her!" He flipped Flash around sending him crashing into a row of parked cars, but he didn't stop at the first one. Peter threw him so hard that Flash went through at least four cars before coming to a stop when he crashed into a fifth. He was out cold.

Panting heavily Peter turned to help Ava stand, "You okay?"

Ava looked at the wreckage that he had just made in amazement, "Y-yeah…," she was impressed. Never had she seen him that strong.

Parker didn't stop to boast. He pulled up his communicator. "Fury, we need a pick up at Thompson garage, we have Flash, or what use to be him. Need heavy armaments and restraints, don't let anyone underestimate him."

"**_Find anything at his place?_**"

"Just a grayish and scaly Flash," he looked back at Thompson, a line of drool pour from his mouth, "he's showing a lot animalistic traits, just not like any animal I seen before."

"**_We just recently got the results back from a skin sample we found in midtown, it matches no know species of animal but…I do recognize it, it's Octavious_**."

Peter's eyes narrowed at the name, "I thought he was locked up."

"**_That's the disconcerting part, he is, we asked him what he knows about it but we didn't get much info_**."

Spidy looked longer at Thompson before certain characteristics started to call out to him, the similarities, and that fact that Doc Oc was involved somehow, "Nick, could it be…?"

"**_I'm not ruling it out just yet, send us the Thompson boy and we'll begin running tests. If it's the Goblin then maybe we can derive am antidote from Flash's blood_**,"

"Thank's Nick," Peter said halfheartedly.

"**_You carried out your part of the assignment, you have my permission to do what you want with the rest of your day,_**" Peter started to look away when he heard, "**_Peter_**," Furry looked at the boy with a gleam of understanding in his one eye, "**_if I find anything, I'll tell you_**."

Peter pulled off his mask as a team Shield cruisers came into view, he had beaten flash for a second time in the week and yet he had looked as if he had lost. Ava saw his saddened expression and placed her hand on his shoulder, "You okay?"

"Harry hasn't talked to me in over a month, he hasn't come to school…he needs his father," he sighed before turning almost hopeful, "what if it is Norman Osborn? We can finally stop him and give Harry back his father."

Ava removed her mask showing her concerned eyes, "Peter, I like to believe that deep down there's a sliver of good in him but what shield has discovered…," she hesitated as Peter looked down at his feet, he knew the truth but it still didn't help, "…I just don't want you getting your hopes up, Osborn had fooled everyone, especially his own son. Even if he's cured what says he'll become a law abiding citizen?"

There was a brief moment of silence before the Shield agents started securing Flash for transport. Peter was still thinking about Harry and his father when suddenly he found a pair of soft lips pressed against his cheek. He was stunned, Ava kissed him and in front of the Agents, stammering he asked, "What was that for?"

Ava smiled as she took his gloved hand in her, "For pulling Flash off me." Her face red with blush, "Now that this is taken care of, would you like to have lunch with me?"

A smile broke onto Peter face as he pulled her into his arms, asking her, "Scenic route?" to which she nodded. With a 'thwik' of his web shooters they were off, questions playing on both of their minds. What was going on with Flash, the school, and could Harry's dad be involved?


End file.
